Deed of Assignment vs. Deed of Lease vs. Deed of Sublease: Key Differences Explained
Introduction
In Nigerian urban property practice—especially in Lagos and adjoining corridors—three instruments dominate most sophisticated transactions: the Deed of Assignment, the Deed of Lease, and the Deed of Sublease. They are cousins, not twins. Each conveys a different legal estate, attracts different consents and risk profiles, and supports different commercial outcomes. Confusing them is expensive: you could pay for “ownership” but receive only a time-bound tenancy; or you might sign a “lease” where your real need is to acquire the residue of a statutory right of occupancy.
This counsel-grade guide explains—in practical, bank-ready language—the core distinctions, use-cases, drafting essentials, consent/stamping/registration pathways, and red-flag traps. If you are buying, selling, investing, lending, or developing, use this as your operational playbook.
Doctrine: Never pay for land—pay for the correct estate, correctly perfected.
Call to Action: If you need us to audit your current documents, restructure your transaction (assignment vs. lease), or perfect a deal to bank standard, contact Chaman Law Firm (details at the end). We engineer files that lenders and courts respect.
Part I — Plain-English Definitions
Deed of Assignment
Transfers (assigns) to the buyer the assignor’s entire interest in the property—i.e., the residue of the statutory right of occupancy or other registrable estate. It is a sale of the proprietary interest itself (not mere possession). Typically perpetual in effect, subject to statutory tenure and conditions in the root title.Deed of Lease
Grants the right to exclusive possession for a term certain (e.g., 5, 10, 20, 99 years) in exchange for rent/premium. The freehold/statutory root remains with the lessor. It is time-bound; at expiry, possession reverts to the lessor unless renewed.Deed of Sublease
A lease granted by a lessee (not the freeholder) to a sublessee out of the lessee’s term. It cannot exceed or outlast the head-lease; it is derivative and subject to the covenants in the superior lease. Frequently requires the lessor’s consent (as a matter of contract) and, where the head interest is a statutory right of occupancy, Governor’s Consent to the sublease as a registrable instrument.
Part II — The Legal Estate You Actually Get
| Feature | Deed of Assignment | Deed of Lease | Deed of Sublease |
|---|---|---|---|
| Nature of estate | Transfer of the assignor’s whole interest (residue of title) | Term of years certain (exclusive possession) | Carved-out term from a head-lease |
| Ownership vs possession | Ownership-level proprietary interest | Possession for a fixed term | Possession for a fixed sub-term |
| Reversion | No reversion to seller | Reversion to lessor at term end | Reversion to lessee, then to lessor under head-lease |
| Typical use | Purchases, development, finance/security, resale | Build-to-rent, commercial letting, ground leases | Retail/office sub-letting, flexible occupancy solutions |
| Price logic | Capital value (purchase price) | Rent + premium (if any) | Rent (often market-driven; premium rare) |
Part III — When Each Instrument Is Commercially Sensible
Use a Deed of Assignment when:
You want marketable ownership (to develop, refinance, or resell).
You are buying an already titled plot/house from a C of O holder or assignee.
You need bank collateral (lenders prefer consented, registered assignments).
Use a Deed of Lease when:
You want long-term control but not the capital outlay of a full purchase.
You’re structuring build-to-rent or ground leases for income projects.
Your counterparty cannot (or will not) sell the reversion but will grant a term.
Use a Deed of Sublease when:
You hold a lease and wish to monetize surplus space or re-tenant a site.
The estate strategy requires flexibility under a head-lease (e.g., malls, office floors).
You’re bridging occupancy while a larger transaction (assignment or head-lease renewal) is engineered.
Part IV — Consents, Stamping & Registration (Perfection Map)
Golden rule: In Lagos and similar jurisdictions, the perfection triad is
(1) Stamp Duties → (2) Governor’s Consent (where applicable) → (3) Registration.
Deed of Assignment:
Consent: Governor’s Consent required (derivative transfer of a statutory right).
Stamp: Ad valorem on consideration.
Register: At Lagos State Lands Registry; obtain registration particulars.
Deed of Lease:
Consent: Where the reversion is a statutory right, practice is to obtain Governor’s Consent to the lease (registrable interest).
Stamp: Duty on rent/premium and term.
Register: Yes—especially for long terms; registration secures priority and searchability.
Deed of Sublease:
Consent: Often two layers—(i) lessor’s contractual consent under the head-lease; and (ii) Governor’s Consent (derivative, registrable instrument).
Stamp: On rent/premium.
Register: Yes; otherwise, priority and enforceability suffer.
Bankability test: If a prudent bank would not lend on the file today, you are not done today.
Part V — Core Drafting Architecture (What Must Be Inside)
A. Deed of Assignment — essentials
Recitals: Root of title (C of O/Allocation/Excision) and clean chain down to assignor.
Operative words: “assign, transfer and convey the entire estate and interest…”
Consideration: Amount; escrow acknowledgment if used.
Covenants for title: Right to assign; freedom from undisclosed encumbrances; further assurances.
Habendum: “To hold unto the Assignee for the residue of the term…”
Schedule/Plan: Registered survey (hard + soft CAD).
Execution: Proper individual/corporate blocks; witnesses; seals.
B. Deed of Lease — essentials
Term & commencement; rent, review mechanics, and premium (if any).
User clause (permitted use); alienation (assignment/underletting) restrictions.
Repairs & insurance; service charge regime (if multi-let/estate).
Quiet enjoyment; lessor’s covenants (possession, title).
Re-entry/termination; forfeiture and relief mechanics.
Yielding up and reinstatement; options (renewal, expansion).
Schedules: Plans, car parks, shared areas, “fit-out” obligations.
C. Deed of Sublease — essentials
Compliance with head-lease; sublease subject to and with the benefit of superior covenants.
Term within head-lease term; rent and service charge alignment.
Required consents (landlord/head-lessor) and direct agreements where needed.
Step-in and assignment/underletting provisions consistent with head-lease.
Break rights harmonized with head-lease events.
Disclosure: Deliver certified copy of head-lease to sublessee.
Part VI — Risk & Remedies Matrix
| Risk | Assignment | Lease | Sublease | Counsel’s Mitigation |
|---|---|---|---|---|
| No Governor’s Consent | Chain defective | Priority/validity risk | Double-consent exposure | Make Consent a Condition Precedent; escrow with long-stop |
| OSG/Survey conflicts (ROW, setback, overlap) | Title may be unusable | Use restriction; works halted | Head-lease breach risk | Pre-chart soft coordinates; walk if not clean |
| Undisclosed encumbrance | Buyer takes subject to charge | Lessee exposed to enforcement | Sublessee loses possession | CTC search; discharge filing as CP; indemnities + retention |
| Head-lease breach | — | Forfeiture risk | Automatic termination of sublease | Review head-lease; require landlord’s consent; direct agreements |
| Rent/service-charge shock | — | Cash-flow strain | Pass-through risk | Cap/Index properly; audit rights; service-charge schedules |
| Name/description mismatch | Registry queries | Registry queries | Registry queries | Name hygiene across all instruments; one data room |
Part VII — Commercial Scenarios (What to Choose & Why)
You’re buying a plot/house to hold or develop: Assignment (ownership-level control; best for finance and resale).
You want long-term control of a site near a corridor (e.g., infrastructure) but not outright purchase: Long Lease (ground lease).
You have excess retail/office floorspace under a head-lease: Sublease (monetized space; preserve head obligations).
You’re a developer selling units in a built-to-rent scheme: Head-lease from landowner + underleases to tenants/investors, carefully crafted to protect the capital stack.
You’re bridging occupancy pending approvals or funding: Short lease/sublease with clear break rights, while an eventual assignment is engineered.
Part VIII — Perfection Workflow (Practical, Lagos-Ready)
Due diligence: Lands Registry search + CTCs; OSG charting with soft coordinates; court/CAC checks.
Contract architecture: Escrow, Conditions Precedent (Consent, OSG clean, discharge, CTCs, originals), long-stop, retention.
Drafting: Correct instrument (assignment/lease/sublease), with schedules and plan.
Stamp Duties: Within statutory window (plan ≤30 days from execution).
Governor’s Consent: File clean pack; track queries; maintain name/description hygiene.
Registration: Obtain registration particulars; order CTCs for the finance file.
Aftercare: Insurance, estate onboarding, tax diaries, digital vault of notarized scans; originals in fire-safe.
Part IX — Clauses You Can Adapt (Illustrative)
Consent as Condition Precedent (for any instrument):
“Completion is conditional upon issuance of Governor’s Consent to the [Deed of Assignment/Lease/Sublease] in favour of [Buyer/Lessee/Sublessee] and delivery of evidence of stamping and registration particulars from the Lagos State Lands Registry.”
OSG & Planning Cleanliness:
“Completion is conditional upon an OSG charting report confirming the Property lies outside acquisition/committed areas, ROW/pipelines/coastal or drainage setbacks and without overlap; and upon documentary evidence of applicable planning/building approvals.”
Head-Lease Compliance (Sublease):
“This Sublease is subject to and with the benefit of the covenants and conditions of the Head-Lease, a certified copy whereof is annexed hereto; the Sublessee shall not do or omit any act which would put the Lessee in breach of the Head-Lease.”
Retention/Holdback:
“₦… (or …%) of the price/premium shall be retained in escrow until evidence of Consent endorsement and registration particulars is delivered and (where applicable) discharge of any registered charge is filed.”
Part X — One-Page Checklists
A. Assignment buyer’s checklist
Root + full chain (CTCs); prior Consents present
Survey (hard + soft); OSG report clean
Escrowed contract with CPs (Consent, OSG, discharge, originals) + long-stop
Deed perfection-ready; Stamp → Consent → Register diarized
CTCs ordered; insurance/estate onboarding; digital vault
B. Lease/Head-Lease checklist
Title & landlord’s capacity verified; any charges cleared
Term, rent, review, use, alterations, alienation, repair/insurance settled
Service-charge schedule + audit/oversight rights
Consent (Governor/landlord) mapped; Stamp → Register
Works/deliverables schedules signed and annexed
C. Sublease checklist
Head-lease reviewed and annexed; landlord consent obtained
Term/scope within head-lease term; aligned alienation & user
Direct agreements where prudent; remedies mapped
Governor’s Consent (if required); Stamp → Register
Pass-throughs (service charge, insurance) defined and capped
FAQs (Concise Counsel)
Q: Can I convert a lease into an assignment later?
A: Only by separate assignment of the reversion or restructuring; a lease itself does not morph into ownership.
Q: Does registration cure lack of Governor’s Consent?
A: No. You need Consent (where applicable) and registration, both duly stamped.
Q: Can a sublease outlast the head-lease?
A: No. It is derivative; when the head-lease ends, the sublease typically falls with it.
Q: Which is best for financing—assignment or lease?
A: Consented, registered assignments are generally superior collateral. Long leases can work if consented, registered, and lender-friendly.
Conclusion
The instrument you choose dictates your power over the land, your ability to finance, and your exit. Assignment buys the estate; Lease buys time and control; Sublease buys a slice of someone else’s time—each must be perfectly engineered with Consent → Stamp → Register, OSG-clean boundaries, and disciplined contracting. That is how institutions transact—and how you protect capital.
Call to Action
Unsure whether your deal needs an Assignment, a Lease, or a Sublease—and how to perfect it?
Engage Chaman Law Firm. We will audit, draft, obtain Governor’s Consent, stamp, register, and hand you a finance-grade completion pack ready for lenders and resale.